TALENT TERMS OF USE

These Talent Terms of Use (“Talent Terms”), including the BINDING ARBITRATION AND CLASS ACTION WAIVER CONTAINED HEREIN, is entered into between the independent professional engaged in the business of providing financial services (“Talent” or “you”), and Admiin Inc., D/B/A Paro, Inc., a Delaware corporation with its principal place of business located at 343 W. Erie #600, Chicago, IL 60654  (“Paro” or the “Company”).

PLEASE REVIEW THESE TALENT TERMS IN THEIR ENTIRETY.  WHEN YOU EXECUTE THESE TALENT TERMS, YOU WILL BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS.  IF YOU DO NOT ACCEPT ANY OF THE TERMS AND CONDITIONS, DO NOT EXECUTE THESE TALENT TERMS OR SUBMIT OR ACCEPT A STATEMENT OF WORK.

Talent acknowledges that Paro is not a financial services company; it operates a software platform that connects independent, freelance Talent who provide Accounting and Financial Services (“Financial Services”) with businesses and enterprises seeking such services (“Clients”).  Talent acknowledges that neither Paro nor the Client is hiring entities or employers of Talent.  For Talent who so choose, Paro contracts with a third-party employment provider (the “Employment Provider”) to employ Talent (“Talent Employees”) while providing Financial Services for Clients.  Talent further acknowledges Paro does not guarantee that any Client will engage Talent’s services.  

These Talent Terms constitute the agreement to use the Paro website and software platform (the “Platform”).  Talent who use the Platform to offer services have also agreed to the Paro Website Terms of Use as a condition of registration (collectively, the “Platform Terms”) which are incorporated herein.  By signing these Talent Terms, Talent affirmatively acknowledges and agrees to be bound by the terms and conditions of the Platform Terms.  

PLEASE READ THESE TALENT TERMS CAREFULLY.  THESE TALENT TERMS PROVIDE THAT ALMOST ALL DISPUTES BETWEEN YOU AND PARO ARE SUBJECT TO BINDING ARBITRATION AS WELL AS A WAIVER OF CLASS ACTION RIGHTS AND ANY RIGHT TO A JURY TRIAL AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW.  BY ENTERING THIS AGREEMENT, YOU GIVE UP YOUR RIGHT TO SUE IN COURT, HAVE YOUR CLOkAIMS HEARD BY A JURY, AND TO BE PART OF A CLASS OR COLLECTIVE ACTION, TO RESOLVE THESE DISPUTES, AS EXPLAINED IN MORE DETAIL IN THAT SECTION.

1. Talent Fees and Financial Services Statement of Work Process..  Talent first creates a proposal to perform Financial Services (the “Proposal”).  Any and all terms of the Proposal, including the rate of pay, may be negotiated by and between Client and Talent.  Talent may accept or reject any term offered by the Client, or make a counteroffer as to any term, or may withdraw the Proposal from consideration by the Client.  If the Client and Talent are able to reach agreement on terms, the Client and the Talent then memorialize the agreed-upon terms into a legally binding Statement of Work (“SOW”).  These Talent Terms as well as the terms of each SOW, and any written addendums or modifications agreed thereto between Talent and Client, shall govern the provision of Financial Services between the Client and Talent.  Talent will be compensated consistent with these terms and each SOW negotiated and accepted by and between Client and Talent.  

1. Talent acknowledges that Paro maintains the right to offset any amounts payable to Talent by a Client to cover the costs incurred by Paro associated with a Client dispute resulting from Talent’s failure to meet the terms of an SOW.
2. Talent is free to accept or reject any SOW or terms of work, but Talent agrees to respond in a reasonable amount of time (either through acceptance or rejection) to requests for Financial Services made to Talent.
3. If Talent elects to be a Talent Employee of the Employment Provider, agreements between the Talent Employee, Employment Provider, and Paro Compliance Services, LLC (“Compliance Services”), for the provision of services to Client (the “Payroll Agreement”) will also govern the provision of Financial Services between the Client and Talent.

2. Project Pay Coverage.  For SOWs executed on or after February 1, 2023, Talent may be eligible for a single monthly payment per project subject to the following requirements.  The terms of this Project Pay Coverage are subject to change in Paro’s discretion, without notice, and Paro may terminate this Project Pay Coverage in its discretion, without notice.  

1. To be eligible for Project Pay Coverage, Talent must log their hours worked in the Platform each and every week (no later than Sunday at 11:59 PM CT) and by month end for the duration of the SOW.
2. Project Pay Coverage only applies if Talent bills below the maximum number of working hours identified in the applicable SOW. For example, if the SOW states, “Estimated Hours: 20-25 hours/month,” Talent will not be eligible for Project Pay Coverage if Talent bills more than 25 hours in that month.
3. To be eligible for Project Pay Coverage, Talent must complete all requested Project Support Micro-Surveys regarding the SOW within 2 business days of each request, and must respond to all communications from Paro regarding the SOW in a reasonable amount of time.
4. If Talent is eligible for Project Pay Coverage, and the work is compensated on an hourly basis under the applicable SOW, Talent will receive compensation at Talent’s hourly rate for the number of hours Talent is logged into the Platform in the applicable month.
5. If the work is compensated on a fixed monthly fee, the amount of Project Pay Coverage will be one month’s payment of the monthly fee identified in the applicable SOW..
6. Upon request by Paro, Talent must demonstrate work completed to match the specifications of the applicable SOW in order to be eligible for Project Pay Coverage.
7. Project Pay Coverage is only available to Talent who demonstrate to Paro’s satisfaction that Talent has not received full payment from Client, and Talent is only eligible to receive one month’s pay under Project Pay Coverage, regardless of how many months Talent has not been paid by Client..

3. Independent Contractor Relationship between Client and Talent, Paro is a Marketplace Provider..  Talent acknowledges that Talent is an independent contractor operating a separate and distinct business enterprise who uses the Platform to offer and provide freelance Financial Services to Clients.  Talent acknowledges and agrees that Paro has no responsibility for, control over, or involvement in the scope, nature, quality, character, timing or location of any work or services performed by Talent under a SOW between Client and Talent, including any work or services that any individual Talent engaged to assist Talent may provide, either as an employee, independent contractor, or otherwise.  

Talent acknowledges that Talent is not employed by Paro or any Client.  Talent further acknowledges that Paro is not a joint employer or integrated or single enterprise with Talent or any Client.  Paro is not responsible for the performance or non-performance of Talent or any Client.  Talent is solely and entirely responsible for their own acts and for the acts of their employees, subcontractors, affiliates and agents.  Each Client is solely and entirely responsible for their own acts and for the acts of their employees, subcontractors, affiliates, and agents.  Paro is not a party to any SOW and is not bound by any terms of a SOW.

Talent acknowledges that throughout the Term (as defined below) and while providing the Financial Services, Talent is, and shall at all times be and remain, an independent contractor providing services to identified Clients utilizing the Paro platform.  Nothing in these Talent Terms or otherwise shall be construed as identifying Talent or any of Talent’s personnel or representatives as an employee, agent, or legal representative of Paro or any of Paro’s related or affiliated entities for any purpose, and Talent and any of Talent’s personnel or representatives shall not hold themselves out as employees of Paro in any capacity.  Talent agrees that it, he or she will take no position regarding or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Paro inconsistent with Talent being an independent contractor providing services to the public in part through the use of the Paro platform.

While Paro is not the employer of any Talent, Talent may be employed by the Employment Provider as a Talent Employee.  For such Talent Employees, Client, Employment Provider, and Compliance Services will enter into a Payroll Agreement https://paro.io/talent-payroll-agreement that provides Employment Provider’s employees, contractors and agents, access to Paro’s platform, services, and tools, and which may result in adjustments to these Talent Terms. Talent Employees do not have a contractual relationship with Paro, but may rely on Employment Provider’s license to access the Paro technology.

1. Talent is not authorized to transact business, incur obligations, sell goods, receive payments, solicit goods or services, enter into any contract, or assign or create any obligation of any kind, express or implied, on behalf of Paro or any of Paro’s related or affiliated entities, or to bind in any way whatsoever, or to make any promise, warranty, or representation on behalf of Paro or any of Paro’s related or affiliated entities regarding any matter, except as expressly authorized in these Talent Terms or in another writing signed by an authorized officer of Paro. Talent shall not use Paro’s trade names, logos, trademarks, service names, service marks, or any other proprietary designations without Paro’s approval.
2. Talent must provide all equipment, tools, materials, and labor that may be needed to perform the Services agreed to with Client unless otherwise specifically agreed by the Client in connection with a particular SOW.  Paro will provide no equipment, tools, materials, or labor that may be needed to perform the Financial Services under these Talent Terms.  Paro will, however, provide Talent with access to the Platform to facilitate (i) Talent’s review and acceptance of SOWs, (ii) Talent’s timekeeping and delivery of the Financial Services invoices to Clients as specified and as applicable in any SOWs accepted by Talent, and (iii) Talent’s access to available, optional support resources and materials, if Talent so chooses.
3. Talent is solely responsible for scheduling the timing of Financial Services directly with Clients and agrees to do so consistent with the scheduling requirements of each Client as set forth in the SOW.  If Talent needs to adjust the schedule of completion for Financial Services, Talent agrees to obtain approval from the affected Client or Compliance Services and to reschedule or adjust the schedule consistent with the scheduling requirements of such Client.
4. Talent is solely responsible for determining how Financial Services will be completed and the preparation and additional work necessary to properly perform Financial Services in a manner consistent with the accepted SOW.  Talent shall exercise independent judgment regarding the manner in which the Financial Services under the SOW are performed, including the use of personnel; however, Talent agrees to provide the Financial Services in a manner consistent with applicable Client requirements and specifications, including any deliverables, deadlines or timeframes set by Client.  Talent understands and agrees that Talent may be required to complete training on the use of the Platform through Paro Learning Academy.  Such training is not for the purposes of Talent’s provision of Financial Services, but instead is solely for instruction on proper use of the Platform.  Talent understands that Paro reserves the right to deactivate or prevent Talent’s access to the Platform if Talent fails to demonstrate minimum competency requirements through testing dictated by Client requirements.
5. Using any employee or subcontractor is within the sole and exclusive discretion of Talent.  Talent may hire employees or engage subcontractors (at Talent’s sole expense) to assist Talent in connection with providing the Services; however, employees or subcontractors of Talent may not be used to deliver Financial Services on behalf of Talent without the express written permission of Client.  Notwithstanding the use of any employees or subcontractors, Talent agrees to ensure that any worker it employs or engages to assist in the performance of the Financial Services will be sufficiently skilled to comply with all applicable Client requirements and specifications.  Talent further acknowledges that it is and will remain solely and exclusively responsible for complying with these Talent Terms, any SOWs and timely provision of the Financial Services to meet the requirements and specifications of all applicable Clients.
6. Talent, or Compliance Services in the case of Talent Employees, shall remain responsible for and shall pay all operational costs, expenses, and disbursements relating to operating Talent’s business (including, but not limited to the activities of any employees and subcontractors) and the provision of the Services to Clients.
7. Nothing in these Talent Terms is intended to prohibit, discourage, or limit Talent from engaging in any other business activities that are separate and distinct from the business activities that Talent provides to Clients through the Platform under these Talent Terms, including providing the same or similar services with any of Paro’s competitors.  Talent represents that it has and will continue to operate a separate and distinct business enterprise and make its services available to the public.  Talent further expressly reserves the right to perform financial services for other third parties and advertise its services as available to others.

4. Benefits and Contributions.  Without limiting the generality of the foregoing, due to Talent’s status as an independent contractor utilizing the Platform, Talent is not entitled to, or eligible for, any benefits that Paro, its parents, subsidiaries, affiliates, or other related entities may provide to its employees, such as group health insurance, disability insurance, life insurance, profit-sharing, or any other retirement or employment benefits.  Talent shall, in no event, directly or indirectly, claim entitlement to coverage under any benefit maintained by Paro.  Talent Employees are only entitled to the benefits Compliance Services may provide.
5. Taxes and Other Withholdings.  Paro will withhold no taxes or other monies from any compensation paid to Talent, and Talent who are not Talent Employees will be solely responsible for the payment of all federal, state, and local taxes or other contributions or payments imposed or required under the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding requirements, and all other federal, state, and local laws, rules, and regulations regarding the performance or provision of Financial Services to Clients pursuant to these Talent Terms and Talent’s status as an independent contractor.  Talent agrees to indemnify, defend, and hold Paro harmless from any costs, expenses, penalties, liens, assessments, or damages (including attorney’s fees) arising from Talent’s failure to properly pay such taxes or contributions and/or Paro, Compliance Services, or the Employment Provider not withholding or remitting any taxes, contributions, or payments regarding compensation paid to Talent.
6. Insurance.  Talent is not covered by or under any insurance that may be purchased or provided by Paro, its parents, subsidiaries, affiliates, or other related entities, including, without limitation, workers’ compensation insurance, general liability insurance, automobile liability insurance, directors’ and officers’ liability insurance, property insurance, product liability insurance, and professional liability insurance.  Talent shall, in no event, directly or indirectly, claim entitlement to coverage under any policy maintained by Paro.  For example, if Talent is injured while providing the Financial Services under these Talent Terms, Talent acknowledges and understands that Talent will not be covered by any workers’ compensation insurance coverage that Paro may provide to its employees.  Further, if Talent’s actions cause an injury to a third party while Talent is performing the Financial Services under these Talent Terms (including incidental activities relating to the provision of services), Talent acknowledges and understands that Talent will not be covered by any liability insurance coverage that Paro may have, and that Paro will not defend and/or indemnify Talent in such circumstances, and specifically denies any such obligation.  Talent, at its own cost and expense, has and shall keep and maintain throughout the Term its/his/her own liability insurance coverage, including adequate errors and omissions, general liability and workers’ compensation (or, if permitted by law, occupational accident) insurance, in amounts and coverages required under applicable law for the Financial Services provided by Talent.  Talent agrees to provide evidence of said insurance coverage upon request.  To the extent required by law, Talent will maintain workers’ compensation coverage legally required in each jurisdiction in which services are performed.  
7. Talent Account and Data.  Talent consents to having his or her user profile (“Profile”) be shown to Clients and the public, unless Talent otherwise notifies Paro in writing.  Talent agrees to provide true, accurate, and complete information on its/his/her Profile and all registration and other forms accessed on the Platform or provide to Paro and to update their information to maintain its truthfulness, accuracy, and completeness.  Talent agrees not to provide any false or misleading information about its/his/her identity or location, business, skills, or the services its/his/her business provides and to correct any such information that is or becomes false or misleading.  Paro does not own any of Talent’s information, text, data, marketing materials, or other content, including that which Talent submits, stores, or uses in its/his/her user profile (the “Talent Data”).  Talent shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Talent Data.  
8. Representations and Warranties.  Talent represents and warrants to Paro that (a) Talent’s execution, delivery and performance of these Talent Terms does not conflict with or violate any agreement, instrument, document, law, decree or order to which Talent is a party or subject, (b) Talent has full power and authority to enter into these Talent Terms and to carry out the obligations hereunder and that (c) neither the execution and delivery nor the performance of these Talent Terms violates any agreement or contract to which Talent is bound.
9. Attestation of Financial Documents and Public Filings.  Talent acknowledges and agrees that he or she will not attest to the veracity of any financial statements or public filings associated with the Financial Services, unless Talent is qualified and authorized by law to do so.
10. Non-Circumvention.  

        a. Subject to the Buyout Fee described below, at any time while Talent is using Paro’s Platform and for twelve (12) months after the most recent SOW is completed by Talent (“Non-Circumvention Period”), Talent will not, directly or indirectly, encourage or solicit to be hired, or otherwise perform services for any Client that Talent became aware of as a result of using the Platform in any way except through the utilization of the Platform.  During the Non-Circumvention Period, Talent agrees that it will not seek to perform any services directly to any Client that Talent became aware of through the use of the Platform, or to any such Clients’ subsidiaries, parent companies, partnerships, holdings, or investors related to any such Client, without processing such request through the Platform.  Talent also agrees that it will not induce any Client that Talent became aware of through the use of the Platform 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.  Talent may accept, solicit or provides services to any third party that is not a Client without use of the Platform.

          b. Talent shall not accept proposals from, provide services to, or receive complete or partial payments from Client for 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.  

11. Buyout Fee.  Nothing in these Talent Terms is intended to constrain the engagement of Talent directly by Client, provided the terms of such engagement are in accordance with this Section 10 of these Talent Terms.  Subject to (a) Client’s prior written notice to Paro, (b) a reasonable wind-down period of at least thirty (30) days unless otherwise negotiated by Paro, Talent, and Client, and (c) full payment of the Buyout Fee (defined below), Client may at any time during or after the term of these Talent Terms, opt to directly engage or hire Talent.  Unless otherwise agreed upon by Paro and Client, within thirty (30) days of hiring or directly engaging Talent, Client shall pay Paro a (“Buyout Fee”) if Talent was (a) introduced by Paro to Client, and (b) is hired as an employee or otherwise engaged by Client within twelve (12) months of completion of the most recent SOW between Client and Talent. The buyout fee equals 25% of the Talent’s annualized marketplace pay rate within the most recent SOW. For example, if Talent’s rate to Client is $75 per hour, the buyout fee shall be $75 * 2,000 (billable hours in a calendar year) * 25% = $37,500.
12. Term and Termination.  These Talent Terms will remain in effect until terminated by either party (“Term”).  However, the parties agree that each SOW shall constitute a separate contractual engagement governed by these Talent Terms, the term of which shall be the longer of (a) the length of time necessary to complete the work as set forth in the agreed-upon SOW, or (b) the length of the term defined in stated SOW. Talent may terminate these Talent Terms for any or no reason at any time by providing written notice to the other party, subject only to the obligation to complete any SOW then in-progress.  Talent agrees that if Talent decides to separate from a Client before completing an SOW in progress, it will provide at least 30 days’ notice before terminating the SOW to allow Paro and Client to find a suitable replacement.  Talent understands that within those 30 days, work completed by Talent should not cease for the Client.  Paro may terminate these Talent Terms for material breach of these Talent Terms or an SOW.  If these Talent Terms are terminated, Talent agrees to assist during a reasonable wind-down period of at least thirty (30) days.  
13. Talent Terms Violations.  You are expected to comply with all Paro Platform Terms, along with the terms of any contracts you enter into with your Clients. You are required to comply with your contractual obligations, including those in these Talent Terms and Client Agreements. Common violations of these agreements may be, but are not limited to:

1. Failing to Perform on Your Statement of Work (“SOW”): When you accept an SOW, you are promising to the Client that you will complete and deliver high-quality work.
2. Providing Inaccurate Information: You should accurately describe your business, skills, and qualifications, and the services you can perform in both your profile and any communication with Clients so that you and Client have an understanding of what to expect.
3. Failure to Pass a Background Check: if you fail to pass a background check after entering these Terms or if a background check reveals you have provided inaccurate information or reveals other information of concern to Paro or Clients, your account may be closed and access removed from the Platform.  You understand that Paro may conduct ongoing background checks of you.  You will be notified if such ongoing checks will be done, and agree to comply with submitting necessary information for such checks to be completed.
4. Client Dissatisfaction: Should Clients determine your work is not meeting contract requirements and reasonable quality standards, your account may be closed and access removed from the Platform. Indicators of poor quality include but are not limited to:

1. Failure to deliver the extent of the SOW agreed upon;
2. Unsatisfactory Client reviews;
3. Failure to attend training on the use of the Platform or Failure to fulfill minimum competency requirements through testing based on Client requirements;
4. Or Clients requesting to terminate service with you.

5. Breach of Confidentiality.
6. Failure to maintain required insurance.
7. Failing to respond to requests for work in a reasonable amount of time.
8. Spam and Harassment: Treat everyone with respect and professional courtesy in all communications.

Should you be in breach of these obligations, your account may be put on hold for up to 90 days or depending on the type of breach, your account may be closed.  

14. Confidentiality

1. Confidential Information.  The Parties understand that, in connection with Talent’s use of the Platform, the Parties may receive, produce, or otherwise be exposed to the other Party’s trade secrets, business, proprietary and/or technical information, including, without limitation, information concerning customer lists, customer support strategies, employees, research and development, financial information (including sales, costs, profits, and pricing methods), manufacturing, marketing, proprietary software, hardware, firmware, and related documentation, inventions (whether patentable or not), know-how, show-how, and other information considered to be confidential by a Party, in addition to all information a Party receives from others under an obligation of confidentiality (individually and collectively “Confidential Information”).  Confidential Information does not include information which: (i) is now, or later becomes, through no act or failure to act on the part of the Party receiving the Confidential Information (the “Recipient”), generally known or readily available to the public; (ii) was acquired by the Recipient before receiving such information from the Party disclosing the Confidential Information (the “Discloser”) and without restriction as to use or disclosure; (iii) is furnished to the Recipient by a third party rightfully entitled to it, without restriction as to use or disclosure; or (iv) was independently developed by the Recipient without reference to the Discloser’s Confidential Information.  These Talent Terms are the Confidential Information of Paro.
2. Use and Restrictions.  The Recipient agrees: (i) to hold the Discloser’s Confidential Information in strict confidence, (ii) not to disclose the Discloser’s Confidential Information to any third parties except as reasonably necessary for the Recipient to perform its obligations hereunder, and (iii) not to use any of the Discloser’s Confidential Information except to perform the Recipient’s obligations under these Talent Terms.  Notwithstanding the foregoing, the Recipient hereto may disclose any Confidential Information of the Discloser hereunder to the Recipient’s agents, attorneys and other representatives (under a duty not to disclose) and having a bona fide need to know such Confidential Information or any court of competent jurisdiction as reasonably required to resolve any dispute between the Parties.  In addition, Paro may disclose Client’s Confidential Information to any Talent engaged under these Talent Terms so long as (i) such disclosure is reasonably required for the Talent to perform Financial Services, and (ii) the Talent has entered into an agreement related to such Confidential Information with terms at least as restrictive as those in these Talent Terms.
3. Legal Obligations.  If Recipient is requested or required by law, government action, subpoena or other court order to disclose any of the Discloser’s Confidential Information, Recipient may disclose such information without liability under these Talent Terms, provided that (i) the Discloser  has been given a reasonable opportunity to (a) intervene in any proceeding to try to protect the Confidential Information and (b) review the text or contents of such disclosure before it is made; and (ii) the disclosure is limited to only the Confidential Information specifically required to be disclosed.

1. Remedies.  Each Party agrees that its obligations provided in these sections under Confidential Information are necessary and reasonable in order to protect the Discloser and its business, and each Party expressly agrees that monetary damages may be inadequate to compensate the Discloser for any breach by the Recipient of its confidentiality covenants and agreements set forth in these Talent Terms.  Accordingly, each Party agrees and acknowledges that any such breach or threatened breach may cause irreparable injury to the Discloser and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Discloser will be entitled to seek temporary injunctive relief pending arbitration against the threatened breach of these Talent Terms or the continuation of any such breach by the Recipient, without the necessity of proving actual damages or posting any bond.
2. Ownership.  Each party retains all intellectual property rights in and to its own Confidential Information.
3. Survival.  The confidentiality provisions of these Talent Terms shall survive its termination for a period of three (3) years, except for the obligations of the parties regarding any trade secret information, which shall survive indefinitely. 

1. Defend Trade Secrets Act.  Talent acknowledges receipt of this notice under 18 U.S.C § 1833(b)(1): An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for disclosing a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely to report or investigate a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
2. Warranties and Disclaimers:

1. General.  Paro and Talent each warrants and represents, as to themselves, that (a) they have full power and authority to execute, deliver, and perform; (b) these Talent Terms have been duly authorized, executed, and delivered by and are constitute legal, valid, and binding obligations in accordance with the terms herein; and (c) obligations under these Talent Terms shall be performed in compliance with any obligations to third parties and all applicable law, rules, or regulations of any governmental entity or agency.
2. Talent Data Rights.  Talent represents and warrants that: (a) Talent owns or has secured sufficient intellectual property rights to any and all Talent Data that Talent stores, accesses, and uses with the Platform; (b) the Talent Data does not and will not contain any content that is unlawful, threatening, harassing, profane, tortious, defamatory, libelous, deceptive, fraudulent, or violates any person’s privacy or publicity rights; and (c) the Talent Data does not and will not contain a software virus or other harmful component.
3. Third-Party Links & Ads.  The Platform may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”).  Such Third-Party Links & Ads are not under the control of Paro, and Paro is not responsible for any Third-Party Links & Ads.  Paro provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads.  You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so.  When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.  You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
4. Digital Compliance.  Talent agrees to adhere to Client’s internal digital policies when and where applicable, and to discuss any such expectations in conversations with Client prior to entering into an SOW for compliance purposes.
5. Other Users.  Each Platform user is solely responsible for any and all of its own content.  Because Paro does not control content, you acknowledge and agree that we are not responsible for any content, whether provided by you or by others.  We make no guarantees regarding the accuracy, currency, suitability, or quality of any content.  Your interactions with other Platform users are solely between you and such users.  You agree that Paro will not be responsible for any loss or damage incurred as the result of any such interactions.  If there is a dispute between you and any Platform user, we are under no obligation to become involved.
6. DISCLAIMER.  PARO, ITS AFFILIATES AND PARTNERS HEREBY EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE OF ACCURACY, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, VALIDITY, NON-INFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT THERETO, THOSE MADE BY TALENT TO CLIENT OR RELATING TO ANY SERVICE, DELIVERABLE OR WORK PRODUCT PROVIDED BY TALENT.  THE SERVICES PROVIDED UNDER THESE TALENT TERMS ARE PROVIDED “AS IS” AND WITH ALL FAULTS.  LIABILITY FOR TALENT’S WORK PRODUCT AND THE TALENT SERVICES ARE SOLELY THAT OF THE TALENT.  NEITHER PARO NOR ANY OF ITS AFFILIATES OR PARTNERS PROVIDE ANY EXPRESS WARRANTY OF, HAVE ANY IMPLIED WARRANTY OF, OR HAVE ANY RESPONSIBILITY FOR, TALENT SERVICES OR TALENT WORK PRODUCT.
7. Allocation of Risk.  Paro and Talent acknowledge that the foregoing limitations of liability represent a reasonable and negotiated allocation of risk that these limitations constitute an integral part of these Talent Terms, and that absent these limitations the parties would not have executed these Talent Terms.  The limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

3. Indemnification.

1. Talent Indemnification.  Talent shall indemnify and hold Paro, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any claim based on any alleged misuse of the Platform by Talent, or a claim that any Talent Data infringes the copyright, trademark, or patent rights of any third party; (b) any alleged conduct which would constitute a breach of the representations and warranties of Talent set forth herein or in any SOW; and (c) any claim based on Talent’s or Talent’s personnel’s provision of services to Clients pursuant to any SOW, including any claims by any third party or government agency that any personnel of Talent was misclassified as an independent contractor, and any claim that Paro or any Client was an employer or joint employer of Talent’s personnel, and  related legal claims under any employment laws.
2. Conditions.  Talent shall indemnify Paro as set forth above, provided that: (a) Paro notifies Talent promptly in writing of the claim; (b) Talent has sole control of the defense and all related settlement negotiations with respect to the claim; provided, that Paro has the right, but not the obligation, to participate in the defense of any such claim through counsel of its own choosing; and (c) Paro cooperates fully to the extent necessary, and executes all documents necessary for the defense of such claim.

4. Arbitration Agreement and Class Action Waiver.  Paro and Talent mutually agree to resolve any and all covered justiciable disputes between them exclusively through final and binding arbitration instead of a court or jury trial.  This arbitration agreement requires the arbitration of any claims that Paro or Talent may have against the other or against any of their:

• officers, directors, employees, subcontractors, or agents in their capacity as such or otherwise,
• direct or indirect parents and subsidiaries, and
• affiliates, agents, successors or assigns,

each and all of which may enforce this arbitration agreement as direct or third-party beneficiaries.

This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and applies to any and all claims or controversies, past, present or future, arising out of or relating to these Talent Terms, this arbitration agreement, Talent’s independent contractor classification, Talent’s provision of services, Talent’s registration for and/or use of the Platform, any payments made to Talent through the Platform or arising out of or relating to the acceptance or performance of services arranged through the Platform, the termination of these Talent Terms, claims of harassment, retaliation, or discrimination and all other aspects of a Talent’s  relationship (or the termination of its relationship) with Paro, whether arising under federal, state or local statutory and/or common law.  Covered claims include, without limitation, claims arising under the Fair Credit Reporting Act, Defend Trade Secrets Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §1981, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, the Civil Rights Act of 1991, 8 U.S.C. § 1324b (unfair immigration related practices), the Pregnancy Discrimination Act, Equal Pay Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state or local statutes or regulations addressing the same or similar subject matters, and all other federal, state or local statutory and legal claims.  Talent and Paro agree that the mutual obligations contained in these Talent Terms and to arbitrate disputes provide adequate consideration for this arbitration agreement.

3. If either party initiates arbitration, the initiating party must notify the other party in writing via U.S. Mail, or hand delivery within the applicable statute of limitations period.  This demand for arbitration must include: (i) the name and address of the party seeking arbitration; (ii) a statement of the legal and factual basis of the claim; and (iii) a description of the remedy sought.  Any demand for arbitration by Talent must be delivered to Paro at 343 W. Erie #600, Chicago, IL 60654.  The Arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration.        
4. Class and Collective Action Waivers.  Paro and Talent mutually agree that by entering into this arbitration agreement to arbitrate, both waive their right to have any covered dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an Arbitrator will not have any authority to hear or arbitrate any class and/or collective claim (“Class Action Waiver”).  Notwithstanding any other clause contained in this arbitration agreement or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an Arbitrator.  The Class Action Waiver will be severable from this arbitration agreement in any case, in which (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is invalid, unenforceable, unconscionable, void, or voidable.  In such case, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.  
5. Except as otherwise stated in this arbitration agreement, any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), subject to the following:

1. The arbitration shall be heard by one Arbitrator selected in accordance with the AAA Rules.  Unless the parties agree otherwise, the Arbitrator shall be an attorney experienced in the law in the underlying dispute and licensed to practice law in the state in which the arbitration is convened or a former judge from any jurisdiction.  
2. The location of the arbitration proceeding will be within 25 miles of the location in which Talent provided services, unless the parties agree otherwise.
3. Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that they will equally split all of the Arbitrator’s fees and costs.  Each party will pay for its own costs and attorneys’ fees, if any.  However, if any party prevails on a claim that affords the prevailing party attorneys’ fees, the Arbitrator may award reasonable fees to the prevailing party as provided by law.  If the law (including the common law) of the jurisdiction in which the arbitration is held requires a different allocation of arbitral fees and costs for this arbitration agreement to be enforceable, then such law will be followed, and any disputes in that regard will be resolved by the Arbitrator.
4. The Arbitrator is authorized to issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
5. Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration.  The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.
6. The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.
7. The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law.  Judgment may be entered on the Arbitrator’s decision or award in any court having jurisdiction.  
8. Either Paro or Talent may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Section 17 may be rendered ineffectual.

6. Regardless of any other terms of this arbitration agreement, claims may be brought before, and remedies awarded by, an administrative agency to the full extent applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate governed by the Federal Arbitration Act (such as the National Labor Relations Board, the U.S. Department of Labor or the Equal Employment Opportunity Commission).  This arbitration agreement does not apply to any claim that may not be arbitrated as provided by an Act of Congress.  
7. The AAA Rules referenced herein may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com.
8. This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement.  If any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable.  This arbitration agreement survives after the termination of these Talent Terms and/or after Talent ceases any relationship with Paro.  Notwithstanding any contrary language, this arbitration agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by both Talent and an authorized representative of Paro.  

5. Notices.  All notices and other communications shall be in writing and shall be deemed to have been duly given or made (i) with delivery by hand, when delivered, (ii) with delivery by certified or registered mail, postage prepaid.
6. Successors and Assigns.  These Talent Terms 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 these Talent Terms or any of Talent’s rights or obligations hereunder.
7. Severability.  If any provision of these Talent Terms 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.
8. Waivers.  No delay or omission by either party hereto in exercising any right, power, or privilege hereunder shall impair such right, power, or privilege, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.
9. Headings.  The headings and other captions in these Talent Terms are included solely for convenience of reference and will not control the meaning and interpretation of any provision of these Talent Terms.
10. No Strict Construction.  The language used in these Talent Terms will be deemed the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any person.
11. Governing Law.  Other than the Arbitration Agreement and Class Action Waiver, which shall be governed by the Federal Arbitration Act, these Talent Terms will in all respects be is governed by the laws of the State of Illinois and the United States of America without reference to its principles of conflicts of laws.  
12. Amendment.  These Talent Terms may not be modified or amended except by an instrument in writing signed (electronically or otherwise) by the parties hereto.
13. Entire Agreement.  These Talent Terms, the Platform Terms, any SOW, and the Payroll Agreement, if applicable, contain the entire agreement between the Paro and Talent concerning the subject matter hereof and as of the Effective Date and supersedes any contract, severance, confidentiality or invention assignment agreement between the parties hereto, provided, however, that the Paro reserves and shall retain all rights and remedies it may have against Talent with respect to any breach on or before the Effective Date of any prior agreements.  If there are any inconsistencies between these various agreements, the Talent Terms control, as between Paro and Talent.
14. Signature.  These Talent Terms may be signed and are enforceable by electronic signature, digital signature, wet signature, and facsimile signature.