Date of Last Revision: July 31, 2017
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.
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.
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.
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
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.
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: email@example.com.
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.
CONFIDENTIALITY AND NON-DISCLOSURE
LIMITATION OF LIABILITY / RELEASE
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 firstname.lastname@example.org., 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: email@example.com. 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.