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TERMS OF USE (TALENT)

Date of Last Revision: July 31, 2017

 

Providers of Accounting and Financial Services (defined below) are hereinafter referred to as “Talent.” These “Terms of Use (Talent)” shall govern Talent’s use of Paro’s website and platform (collectively, “Paro’s Platform”) and your engagement with Paro. 

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

PARO’S PLATFORM

Paro’s Platform provides an online marketplace for persons and organizations (“Clients”) seeking certain accounting, financial and/or consulting services (“Accounting and Financial Services”) to find Talent to perform outsourced financial services.  Paro’s Platform is a venue for Talent to offer to provide Accounting and Financial Services to clients as an independent contractor.  Clients contact Paro and describe their finance and accounting needs.  Clients projects are then posted to Paro’s Platform, and Clients use the features, functions, and content on Paro’s Platform to identify, review, contact, and otherwise take steps to engage Talent.  Paro is able to assist Clients in identifying, reviewing, contacting, and taking steps to allow Clients to engage Talent.  If Clients and Talent agree on terms for Accounting and Financial Services, Client and Talent must then enter into a separate service contract to engage one another in performance of the Accounting and Financial Services. 

ELIGIBILITY

To register for a Paro Account (defined below), Talent must be, and hereby represent and warrant 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, and (d) not a foreign person or entity blocked or denied by the United States government, (e) Talent will provide true, accurate, and complete information pursuant to these Terms of Use (Talent) and shall continually update Paro, as necessary, to maintain its truthfulness, accuracy, and completeness of information previously provided, (f) Talent will not provide any information about its location, business, skills, or the services it provides, that is or becomes false or misleading, (g) Talent is not using Paro’s Platform or engaging Clients for fraudulent purposes, or to engage in any offensive, indecent or objectionable conduct, and (h) complies with all Federal, State, and local licensing and registration requirements with respect to Talent’s business which are necessary to provide the Accounting and Financial Services to Clients.

CREATION OF A PARO ACCOUNT

Talent must register and create an account on Paro’s Platform (“Paro Account”).  When registering for a Paro Account, Talent will be required to complete an electronic profile (“Talent’s Profile”).  Talent represents and warrants that Paro is authorized to use Talent’s Profile to market Talent’s business, skills, and abilities to Clients for the purpose of introducing Talent to Clients so that the parties are able to enter into independent contractor relationships with one another for the performance of Accounting and Financial Services.  Talent agrees to provide true, accurate, and complete information on such Talent’s Profile and all registration and other forms Talent accesses on Paro’s Platform or otherwise provides to Paro.  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 Talent’s identity.  Talent authorizes Paro, directly or through third parties, to make any inquiries necessary to validate Talent’s identity and confirm other information. When requested, Talent must provide Paro with information requested relevant to the establishment and maintenance of a Paro Account. 

Talent shall continually update his, her or its Paro Account and Paro Profile to maintain the truthfulness, accuracy, and completeness of such information.  Talent agrees to correct any information about Talent’s location, Talent’s business, Talent’s skills, or the services Talent’s business provides, that is or becomes false or misleading.   Talent represents and warrants that Talent has a valid license to all content and information uploaded, posted, published and/or displayed on Paro’s Platform by Talent and grants Paro and its affiliates a non-exclusive, royalty free, fully paid, transferrable sub-licensable, perpetual, and irrevocable license to copy, modify display, perform, distribute, create derivative works of and other use Talent content on Paro’s Platform in connection with operation of Paro’s Platform and promotion of Accounting and Financial Services.

Paro reserves the right, in its sole discretion, to refuse, suspend, or revoke Talent’s Paro Account and/or access to Paro’s Platform upon discovery that any information Talent 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 (Talent), or for any other reason or no reason in Paro’s sole discretion.

USERNAME AND PASSWORD

Talent will be asked to choose a username and password when registering for a Paro Account.  Talent is entirely responsible for safeguarding and maintaining the confidentiality of such username and password.  Talent authorizes Paro to assume that any person accessing Paro’s Platform by utilizing Talent’s username and password either is Talent or are authorized to act for Talent.  Talent agrees to notify Paro immediately if Talent suspects or become aware of any unauthorized use of Talent’s Paro Account.

TIME LOGS AND PAYMENT OF FEES

If Talent is engaged by a Client, Talent agrees to, on a monthly basis, 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”).   Talent shall send to Paro or upload the Talent Time Log to Paro’s Platform by 5:00PM Central Time on the last business day of each month during which Talent performed Accounting and Financial Services.   Talent represents and warrants that all hours reported on a Talent Time Log shall be true, accurate, and complete in all respects. 

In exchange for providing the Accounting and Financial Services, Talent shall be entitled to the fees agreed to in writing with Paro (“Talent Fees”).  Talent and Paro may mutually agree (either orally or in writing) to modify the Talent Fees and any change to Talent Fees is hereby incorporated into and made part of these Terms of Use (Talent).  Paro will disburse Talent Fees payable to Talent by the fifteenth (15th) day of the month following receipt of the Talent Time Log. Talent agrees that it will not receive interest or other earnings on the funds held by Paro prior to disbursement of Talent Fees to Talent. 

Notwithstanding the foregoing, Paro may withhold the disbursement of Talent Fees if: (a) Paro requires additional information, such as Talent’s tax information, government-issued identification, address, or date of birth, (b) Paro has reason to believe the Talent Fees 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 or adherence with the terms and conditions of these Terms of Use (Talent), (e) Paro deems it necessary in connection with any investigation, or (f) required by applicable law.  In cases of fraud, abuse, or violation of these Terms of Use (Talent), Paro reserves the right to revoke any payments and hold and/or reclaim from Talent all Talent Fees due to Talent, unless prohibited by applicable law.  

TAX REPORTING

Paro will have no responsibility for determining the necessity for determining, remitting, or withholding any taxes applicable to the Talent Fees.  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 Talent Fees.  In the event that Paro is subjected to an audit by government taxing authorities, or otherwise, Talent agrees 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 created by these Terms of Use (Talent) between Paro and Talent is that of independent contractor relationship.  Talent acknowledges and agrees that Paro is not a party to the direct Accounting and Financial Services dealings between any Client and Talent.  Paro’s Platform provides a venue where Clients and Talent can identify and connect with one another 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.  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.  Talent 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. 

These Terms of Use (Talent) shall not render Talent an employee of, partner of, agent of, or joint venturer with the Paro for any purpose. Talent is and will remain at all times an independent contractor in its relationship with Paro.   As an independent contractor, the mode, manner, method and means used by Talent in the performance of Accounting and Financial Services shall be of 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.  Talent 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 any Client nor shall Paro or any Client be obligated by or have any liability for any agreements or representations made by Talent that are not expressly authorized by Paro or any Client.  

Talent acknowledges that neither Paro or any Client shall pay or be obligated to Talent for any other forms of wages, bonuses or fringe benefits, specifically including, but not limited to, health insurance, life insurance, dental insurance, sick pay, disability benefits or paid vacation; Talent acknowledges and understands this, and specifically waives any right to participate in same.  As an independent contractor, Talent is not entitled to participate in any retirement plan that Paro or any Client may sponsor from time to time for the benefit of its employees; Talent acknowledges and understands this, and specifically waives any right to participate in same.  If Talent were to sustain any injury during the course of his providing Accounting and Financial Services, Talent shall not be entitled to make any claim for worker’s compensation benefits; Talent acknowledges and understands this, and specifically waives any right to make any such claim or receive any such benefits.  Upon the termination of these Terms of Use (Talent), Talent shall not be entitled to file a claim for any type of unemployment benefits or otherwise, claim that Paro or any Client was the last employer of record; Talent acknowledges and understands this, and specifically waives any right to make any such claim or receive any such benefits.  As an independent contractor, Talent shall not be entitled to bring any claim for age or other discrimination, or other claim whose prosecution is provided to employees; Talent acknowledges and understands this, and specifically waives any right to same.  Talent Fees shall be a gross payment with no deduction for any type of payroll taxes, income taxes, or any other withholding.  Talent assumes all responsibility and obligation for the direct payment to the proper governmental entity of Talent’s federal income tax, state income tax, payroll taxes, self-employment taxes, and any other type of tax now in effect or enacted at any time during the term of these Terms of Use (Talent).  If Paro or any Client shall at any time be required to pay to any government body or agency, included but not limited to the IRS, any state taxing authority, United States Social Security Administration, for any taxes or other contributions due on Talent’s compensation earned hereunder, Talent agrees to indemnify and reimburse Paro or any Client, as applicable, for any such taxes, interest, penalties costs, fees, and expenses, incurred by Paro or any Client.  If Paro incurs any such liability, Paro shall have the right of offset the amount it is so required to pay against future Talent Fees due to Talent hereunder and Talent specifically agrees and consent to same.

INSURANCE

At all times while Talent is engaged in providing Accounting and Financial Services, Talent must maintain insurance to insure against its liability for actual or alleged wrongful acts committed in Talent’s capacity as an independent contractor in such amounts as customary within the accounting and professional services industry.  Talent must maintain written evidence of such insurance coverage and provide it to Paro upon request.

TRAVEL TO CLIENT LOCATION

Clients may request that Talent travel to/from and/or otherwise perform work from a Client location.  In the event that Talent travels to/from and/or otherwise works from a Client location, Paro shall not have any liability or responsibility related to Talent’s travel or liability associated therewith.  Any liability associated with Talent’s travel to/from and/or work 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

Talent permits Paro to elicit feedback from Clients concerning Talent’s activities as it relates to Accounting and Financial Services provided, or otherwise related thereto.   Talent acknowledges and agrees that Paro may make feedback results available to other users of Paro’s Platform.  Paro elicits and provides this feedback so that its Clients can share their opinions concerning Talent’s work performance.  Paro is not responsible to monitor or censor Client opinions. Paro does not investigate any feedback received 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 (Talent), or negatively affects Paro’s marketplace or business.  Talent 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 Talent is using Paro’s Platform and for twelve (12) months thereafter (“Exclusivity Period”), Talent will not, directly or indirectly, encourage or solicit to be hired, or otherwise engage for performance of services (excluding the Accounting and Financial Services hereunder) of any Client that Talent 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, Talent will use Paro’s Platform as its exclusive method to bid on Accounting and Financial Services for Clients and receive all payments associated therewith.  Talent also agrees that it will not seek to perform any services directly to subsidiaries, parent companies, partnerships, holdings or investors related to any Client without processing such request through Paro’s Platform intake processes. Talent also agrees that it will not induce any Client to recruit, refer or hire any other Talent or third parties nor will Talent cooperate with any efforts of any Client to do the same.

NON-CIRCUMVENTION / OPTION TO HIRE TALENT

Talent is not permitted to provide proposals to, provide Accounting and Financial Services to, or receive payments 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 within the Paro Platform.  Talent shall notify Paro immediately if a Client suggests remitting payments without utilizing Paro as an intermediary.   If Talent is or becomes aware of a breach or potential breach of Paro’s non-circumvention policy, Talent 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 a Client provided the terms of such employment are in accordance these Terms of Service (Talent) as set forth herein and at all times subject to (a) Paro’s receipt of prior written notice from a Client or Talent, (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) Client directly engaging or hiring Talent according to the Option to Hire process specified in the Client Services Agreement.

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. Talent 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 Talent agrees not to take any actions inconsistent with such ownership interests. 

Subject to Talent’s compliance with these Terms of Use (Talent), Paro hereby grants Talent 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 Talent pursuant to these Terms of Use (Talent).  The limited rights granted to Talent to utilize Paro’s Platform constitute a limited license and is not a sale of any software program or other intellectual property.

Talent 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 (Talent).  If Talent breaches these restrictions, such Talent may be subject to prosecution and damages. The proprietary content, information and other materials provided by Paro to Talent are protected under intellectual property laws. Talent 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 Talent (including all intellectual property rights therein or related thereto) and Talent agrees not to take any action inconsistent with such ownership interests.

CONFIDENTIALITY AND NON-DISCLOSURE

To the extent Talent obtains Confidential Information (defined below), Talent 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. Talent 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.  Talent 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 Talent through activities by virtue of the relationship created hereunder until such time as the Confidential Information has become publicly available through no action of Talent, except to the extent expressly permitted by Paro in writing, unless Talent is compelled by order of a court or other governmental or legal body to divulge such Confidential Information, in which case Talent 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, Talent 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.  Talent 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 Talent by Paro or a Client, or created pursuant to these Terms of Use (Talent), 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 Talent, (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 Talent 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 Talent without use of another person’s Confidential Information.

WARRANTY DISCLAIMER

TALENT 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 (TALENT).  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 TALENT.

LIMITATION OF LIABILITY / RELEASE

Paro is not liable, and Talent agrees not to hold Paro responsible, for any damages or losses arising out of or in connection with these Terms of Use (Talent), including, but not limited to (a) Talent’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) Talent’s need to modify practices, content, or behavior, (c) Talent’s loss of, or inability to do, business, as a result of these Terms of Use (Talent), AND (D) TALENT’S LIAIBILITIES ASSOCIATED IN WORKING DIRECTLY WITH CLIENTS (INCLUDING ALL TRAVEL EXPENSES OR LIABILITIES ASSOCIATED THEREWITH).  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 TALENT FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE (TALENT) WILL NOT EXCEED THE LESSER OF: (A) $2,500, OR (B) ANY FEE RETAINED BY PARO WITH RESPECT TO THESE TERMS OF USE (TALENT) ON WHICH TALENT 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 (TALENT) 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 (TALENT) 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 TALENT.  Talent 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 Talent may have with a Client, 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

Talent 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 a Client, or any third party, against an Indemnified Party relating to: (a) use of the Paro Platform, (b) these Terms of Use (Talent), (c) any contract entered into by Talent or Talent’s agents with a Client, 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, (d) failure to comply with applicable law by Talent or Talent’s agents, (e) negligence, willful misconduct, or fraud by Talent or Talent’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 Talent or Talent’s agents.

TERMINATION

In the event that Talent’s relationship with Paro terminates, Talent will continue to be bound by these Terms of Use (Talent).  Talent will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination which are owed to Paro.  Termination of these Terms of Use (Talent) for any reason will not release Talent from any obligations incurred prior to termination of these Terms of Use (Talent) or that thereafter may accrue in respect of any act or omission prior to such termination.  Those portions of the Terms of Use (Talent) necessary to implement the foregoing survive termination of these Terms of Use (Talent) for any reason.

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

DISPUTE PROCESS

Talent acknowledges and agrees that Paro is not a party to the dealings between Clients and Talent, but does benefit as a third-party from the covenants and agreements Clients and Talent make between one another.  To help resolve conflicts between Clients 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, Talent should contact Paro at contact@paro.io., and include (a)  Talent’s name, (b) a brief description of the dispute, and (c) Talent’s preferred contact information.  Paro will evaluate the claim and attempt to informally resolve the claim.   

If a dispute arises between Talent and Paro, Paro’s goal is to resolve the dispute quickly and cost-effectively.  In the event of such a dispute, Talent agrees to first contact Paro and 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 Talent 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, Talent shall send Paro a notice of dispute, in writing, setting forth Talent’s name, contact information (address and telephone number), facts of the dispute, and relief requested. Talent must send Talent’s notice of legal dispute to Paro at: contact@paro.io. Paro will send any notice of dispute to Talent at the contact information Paro has on file for Talent. 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, Talent 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, Talent and Paro each waive any right to a jury trial. Talent 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 Talent (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, Talent and Paro each agree to the exclusive jurisdiction of the Federal and State courts located in Chicago, Illinois.  Talent 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.

PRIVACY

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

GENERAL

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